The value of your Rewardcard may be reduced by the following U.S. Bank® fees:

$3.95 monthly administrative fee beginning with the thirteenth month
from the month of card issuance.

$15.00 fee to replace a lost or stolen Rewardcard

$15.00 fee to replace an expired Rewardcard

There is a purchase fee paid by the purchaser when the Rewardcard is purchased.

The U.S. Bank Rewardcard is a Visa prepaid card issued by U.S. Bank National
Association that is loaded with value and given to you as authorized and determined
solely by an organization on a loyalty, award or promotional basis, and may be
used at any merchant that accepts Visa debit cards. Signing the back of the
Rewardcard, using the Rewardcard, or allowing someone else to use the Rewardcard
means that you accept this Agreement and you are responsible for all transactions.
In this Agreement the terms “we”, “us”, and “our” mean U.S. Bank and “you”
or “your” mean anyone who has received the Rewardcard or is authorized to
use it. Keep a record of your Rewardcard number in case of loss or theft.
Your Rewardcard cannot be used for any illegal transaction, cash advances,
money orders, travelers checks or gambling transactions. We may decline
authorization for any of these prohibited transactions. Additional value
cannot be added to this Rewardcard. All transactions will be declined
once the Rewardcard balance reaches zero. The laws of the state of Ohio
govern interpretation of this Rewardcard Agreement. We may change the terms of
, or add new terms to, this Rewardcard Agreement at any time, with or
without cause, and without giving you notice, in accordance with applicable
law. Check www.simon.com/myrewardcard for posting of the most recent terms.
This Agreement contains an arbitration provision (including a class action
arbitration waiver). It is important that you read the Arbitration Provision carefully.

Fees

U.S. Bank Fees
The U.S. Bank fees disclosed with this Agreement and the foreign transaction fee described below
will be deducted from the value of the Rewardcard, except where provided otherwise by applicable law.

Administrative Fee: After the first twelve calendar months following the issue date of your
Rewardcard, a $3.95 fee will be charged to your Rewardcard each month until the Rewardcard expires
or the balance reaches $0.00. In some states this fee may not be charged until after a stated number
of months of non-use.

Transaction Fee: There are no transaction fees when using the Rewardcard to purchase
goods and services from merchants located in the United States.

Rewardcard Replacement Fee: A $15.00 fee will be charged to your Rewardcard if it is
replaced at any time before expiration, or escheated according to applicable
law.

Foreign Transaction Fee: Transactions made in a foreign currency will be converted into
U.S. dollars under the applicable rules of Visa USA. As of August 1, 2006, Visa rules provide
that the amount of your transaction in dollars will be the amount of the foreign currency times:
(a) a rate selected by Visa from the range of rates available in wholesale currency markets for
the applicable central processing date, which rate may vary from the rate Visa itself receives;
or (b) the government-mandated rate in effect for the applicable central processing date. We may
charge a fee of up to 3% of the transaction amount for transactions with merchants located outside
of the U.S., even if currency is not converted.

No Sale or Transfer

Sale or transfer of Rewardcards is strictly prohibited.

Expiration and Revocation

The Rewardcard plastic is valid through the expiration date shown on the
front of the Rewardcard or until the value on the Rewardcard reaches $0,
except where otherwise provided by applicable law. You cannot use the
Rewardcard after the expiration date. After the expiration date, you can
call 1-866-300-9401 to request that a new Rewardcard be issued. The new
Rewardcard will have an expiration date at least 20 months from the date of
reissue and a value equal to the remaining balance of the expired Rewardcard
minus a $15.00 fee to replace it. If you do not request a new Rewardcard,
any unused balance on the expired Rewardcard will be handled in accordance
with state escheatment law. Your Rewardcard is not redeemable for cash.

U.S. Bank may revoke the Rewardcard at any time without cause or notice.
You must surrender a revoked Rewardcard and may not use it to make purchases.
You may not sell your Rewardcard and U.S. Bank is not liable for the revocation
of funds on Rewardcards that have been sold or transferred by you.

Internet, Mail, and Phone-Order Purchases

Internet, mail and phone order purchases may require that we have the name and
address of the Rewardcard owner on file. If you wish to make Internet, mail or
phone order purchases, you will need to go to www.simon.com/myrewardcard and enter
your name and address prior to performing the purchase transaction.

Personal Identification Number (PIN) Purchases

After March 31, 2013, if you would like to use the Card for making purchases where entering a PIN is allowed, you can obtain a PIN by calling 866-300-9401. The Card and PIN are provided for your use and protection, and you will:

Not disclose the PIN nor record it on the Card or otherwise make it available to anyone else;

Use the Card and the PIN as instructed (Card cannot be used to obtain cash);

Promptly notify us of any loss or theft of your Card or PIN (see Liability for Lost/Stolen Rewardcard and Unauthorized Transactions); and

Be liable for any transactions made by a person you authorize or permit to use your Card and/or PIN. If you permit someone else to use your Card, we will treat this as if you have authorized this person to use your Card and you will be responsible for any transactions initiated by such person with your Card.

Liability for Lost/Stolen Rewardcard and Unauthorized Transactions

Inform Cardholder Services immediately at 866-300-9401, 24 hours a day, 7 days a week,
if your Rewardcard has been lost, stolen, or subject to unauthorized use. You will
be required to provide your name, the Rewardcard number, original value, and
transaction history. You are liable for all transactions that occur on your
Rewardcard before you report it lost or stolen. You may also be liable for
transactions that occur on your Rewardcard after you report your card lost or
stolen unless (1) you signed the signature panel on the back of the card in
permanent ink, (2) you promptly report all facts relating to a loss or theft of
your card, and (3) if we ask for your cooperation in our investigation of your
lost or stolen card, you fully cooperate with our request. If you comply with
these procedures and we determine there is a balance remaining on your lost or
stolen Rewardcard, you may request a replacement Rewardcard. We will charge a
$15.00 fee to replace a lost or stolen Rewardcard, which will be deducted from
the balance of your Rewardcard. A reissued Rewardcard may take up to 30 days to process.

Liability for Failure to Complete Transactions

U.S. Bank is not liable for any failed transaction if you do not have
enough money on your Rewardcard to cover a transaction, the terminal
or system is not working properly, circumstances beyond our control
prevent the transaction, or the merchant authorizes an amount greater
than the purchase amount.

Liability and Error Resolution Procedures

If there is a problem or dispute with a purchase of goods or services,
you must address it directly with the merchant involved. Refunds and
returns are subject to the merchant’s policies or applicable laws. In case
of any other errors on your card account, call Cardholder Services immediately
at 866-300-9401. You must call within 30 days of the date of the transaction.
If you need more information about error resolution procedures please call
Cardholder Services at 866-300-9401.

Disclosure of Information to Third Parties

We may disclose information to third parties about your Rewardcard or
the transactions you make: (a) where it is necessary for completing
transactions; (b) to verify the existence and condition of your
Rewardcard to a third party; (c) to utilize services of third parties
and affiliate entities who assist us in providing the Rewardcard and
related services; (d) to comply with government agency rules or court
orders; (e) if you give us your permission; (f) if you owe us money
or there are legal proceedings in connection with your Rewardcard,
in which case information may be released to attorneys, accountants,
collection bureaus, financial institutions, and others involved in
collection, adjustment, settlement or reporting; (g) to protect against
potential fraud and other crimes; or (h) when otherwise permitted by law.
We may also share information about you and your Rewardcard, based on our
transactions and experiences with you, with our parent, affiliate and
subsidiary companies.

Arbitration
Provision

You agree that either you or we can choose to have binding arbitration
resolve any claim, dispute or controversy between you and us that arises
from or relates to this Agreement or your Card and account (individually
and collectively, a “Claim”). This does not apply to any Claim in which
the relief sought is within the jurisdictional limits of, and could be
fully and properly adjudicated by, a small claims court. If arbitration
is chosen by any party, the following will apply:

NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE A CLAIM IN COURT
OR TO ENGAGE IN PRE-ARBITRATION DISCOVERY, EXCEPT AS PROVIDED FOR IN
THE APPLICABLE ARBITRATION RULES.

Arbitration will only decide our or your Claim, and you may not
consolidate or join the claims of other persons who may have similar
claims. YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE
OR MEMBER OF ANY CLASS OF CLAIMANTS, OR AS A PRIVATE ATTORNEY GENERAL,
PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION.

The arbitration will be performed in accordance with this Arbitration
Provision and the rules of the chosen arbitrator in effect when the Claim is filed.

The arbitrator’s decision will generally be final and binding, except
for the limited right of appeal provided by the Federal Arbitration Act.

Other rights that you would have if you went to court might also not
be available in arbitration.

The party commencing the arbitration may select to use either JAMS or
the American Arbitration Association (“AAA”) (or, if neither of these arbitration
organizations will serve, then a comparable substitute arbitration organization
agreed upon by the parties, or if the parties cannot agree, chosen by a court
of competent jurisdiction.). If JAMS is selected, the arbitration will be handled
according to its Streamlined Arbitration Rules unless the Claim is for $250,000
or more, in which case its Comprehensive Arbitration Rules shall apply. If the
AAA is selected, the arbitration will be handled according to its Commercial
Arbitration Rules. You may obtain rules and forms for JAMS by contacting JAMS
at 1-800-352-5267 or www.jamsadr.com and for the AAA by contacting the AAA at
1-800-778-7879 or www.adr.org. Any arbitration hearing that you attend will
take place in the federal judicial district where you reside. At your request,
we will advance your filing and hearing fees for any Claim you may file against
us. If you prevail on your Claim, we will pay your arbitration costs and fees,
other than attorney, expert, and witness fees and expenses. We will also pay any
fees or expenses that applicable law requires us to pay. The arbitrator shall
apply applicable substantive law consistent with the Federal Arbitration Act,
9 U.S.C. §§ 1 through 16, including but not limited to applicable statutes of
limitation, and shall honor claims of privilege recognized at law. Judgment upon
the award rendered by the arbitrator may be entered in any court having jurisdiction.

This Arbitration Provision shall survive termination of this Agreement and
your Card and account. This Arbitration Provision shall be governed by federal
law, including the Federal Arbitration Act, and by Ohio law, without regard to
its internal conflict of law principles, to the extent such state law does not
conflict with federal law or this Arbitration Provision. Notwithstanding any
language of this Agreement to the contrary, should any portion of this Arbitration
Provision be held invalid or unenforceable by a court or other body of competent
jurisdiction, this entire Arbitration Provision shall be automatically terminated
and all other provisions of this Agreement shall remain in full force and effect.

Here are Some Helpful Tips on How to Use Your U.S. Bank Rewardcard

Know Your Balance: The Rewardcard transaction will be declined if you attempt to make a purchase in excess of your card balance. If your Rewardcard value is not enough to cover the full amount of your purchase, ask the cashier to split the transaction between the remaining card balance and another form of payment. Tell the cashier how much is on your Rewardcard since many merchants cannot tell what the balance is. Visit www.simon.com/myrewardcard for balance information.

Most restaurants, salons and other services where you typically tip may temporarily add approximately 20% to your bill to cover the tip. Make sure your balance can cover the 20% or your transaction will be declined.

Companies specializing in travel services, such as hotels or car rental agencies may temporarily add an additional 15% to your bill to cover incidental charges that you might incur. Make sure your balance can cover the 15%, or your transaction will be declined.

Pay inside for gas purchases. Do not pay at the pump.

Go to www.simon.com/myrewardcard to register your card with your name and address before you make any purchases over the web, phone or through the mail. Many merchants do an address match to make sure that the card belongs to the person making the purchase.

Visit www.simon.com/myrewardcard for additional helpful tips on how to use your U.S. Bank Rewardcard.